Bluerock Residential Growth REIT, Inc. (NYSEMKT:BRG) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01

The information in this Report set forth under Items 2.01 and
2.03 is incorporated herein by reference.

The disclosure below describes our acquisition of Canyon
Springs, Cibolo Canyon, Crown Ridge, Cascades I and Cascades II.
All figures provided below are approximate.

On June 9, 2017, we, through our operating partnership, Bluerock
Residential Holdings, L.P., a Delaware limited partnership, or
our Operating Partnership, through BRG CWS Portfolio, LLC, a
Delaware limited liability company and a wholly owned subsidiary
of our Operating Partnership, or BRG CWS Portfolio, through BR
CWS Portfolio Member, LLC, a Delaware limited liability company
and a wholly owned subsidiary of BRG CWS Portfolio, or BR JV
Member, through BR CWS 2017 Portfolio JV, LLC, a Delaware limited
liability company and a majority owned subsidiary of BR JV
Member, or BR CWS JV Entity, through (i) BR CWS Canyon Springs
Owner, LLC, a Delaware limited liability company and a wholly
owned subsidiary of BR CWS JV Entity, or Canyon Springs Owner,
acquired the 335-unit apartment complex known as The Mansions at
Canyon Springs Apartments, located in San Antonio, Texas, or
Canyon Springs, (ii) BR CWS Cibolo Canyon Owner, LLC, a Delaware
limited liability company and a wholly owned subsidiary of BR CWS
JV Entity, or Cibilo Canyon Owner, acquired the 139-unit
apartment complex known as The Towers at TPC Apartments, located
in San Antonio, Texas, or Cibolo Canyon, (iii) BR CWS Crown Ridge
Owner, LLC, a Delaware limited liability company and a wholly
owned subsidiary of BR CWS JV Entity, or Crown Ridge Owner, the
352-unit apartment complex known as The Estates at Crown Ridge
Apartments, located in San Antonio, Texas, or Crown Ridge, (iv)
BR CWS Cascades I Owner, LLC, a Delaware limited liability
company and a wholly owned subsidiary of BR CWS JV Entity, or
Cascades I Owner, the 328-unit apartment complex known as The
Mansions at Cascades I Apartments, located in Tyler, Texas, or
Cascades I, and (v) BR CWS Cascades II Owner, LLC, a Delaware
limited liability company and a wholly owned subsidiary of BR CWS
JV Entity, or Cascades II Owner, the 254-unit apartment complex
known as The Mansions at Cascades II Apartments, located in
Tyler, Texas, or Cascades II and collectively with Canyon
Springs, Cibolo Canyon, Crown Ridge and Cascades I, the Portfolio
and each, a Property.

The total purchase price paid for Canyon Springs, Cibolo Canyon,
Crown Ridge, Cascades I and Cascades II was approximately $55.4
million, $20.9 million, $39.5 million, $44.7 million and $28.5
million, respectively, for a total purchase price of
approximately $188.9 million for the Portfolio. The sale was
based on arms length negotiations with an unaffiliated seller. In
evaluating the Portfolio as a potential investment, a variety of
factors were considered, including overall valuation of net
rental income,expected capital expenditures, submarket
demographics, community features and amenities, location, price
per unit and occupancy.

Following our acquisition of the Portfolio, the organizational
structure with respect to the ownership of the Portfolio is such
that: (i) Canyon Springs is owned by Canyon Springs Owner, (ii)
Cibolo Canyon is owned by Cibolo Canyon Owner, (iii) Crown Ridge
is owned by Crown Ridge Owner, (iv) Cascades I is owned by
Cascades I Owner, and (v) Cascades II is owned by Cascades II
Owner, and each of Canyon Springs Owner, Cibolo Canyon Owner,
Crown Ridge Owner, Cascades I Owner and Cascades II Owner is
wholly owned by BR CWS JV Entity. The BR CWS JV Entity is a joint
venture entity owned 90.0% by BR JV Member and 10.0% by CWS 2017
Portfolio, LLC, a Delaware limited liability company, and CWS
2017 Portfolio PM, LLC, a Delaware limited liability company.

The material features of our investment in BR CWS JV Entity, the
Agreement of Purchase and Sale by and among (i) BRE MF Canyon
Springs LLC, a Delaware limited liability company, (ii) BRE MF
TPC LLC, a Delaware limited liability company, (iii) BRE MF Crown
Ridge LLC, a Delaware limited liability company, (iv) BRE MF
Cascades I LLC, a Delaware limited liability company and (v) BRE
MF Cascades II LLC, a Delaware limited liability company, or the
Sellers, and CWS Apartment Homes, LLC, dated as of March 15,
2017, as amended, which was assigned to BR CWS JV Entity, and
other information related to the Portfolio and our acquisition of
the same are described in our Current Report on Form 8-K, dated
March 28, 2017, such disclosure being incorporated by reference
into this Item 2.01.

Senior Loan Financing for the Acquisition of Canyon
Springs

The acquisition of Canyon Springs was funded with approximately
$15.0 million of gross equity from the BR CWS JV Entity, and the
assumption of a senior mortgage loan held by Fannie Mae, or the
Canyon Springs Lender, to BRE MF Canyon Springs LLC, a Delaware
limited liability company and the seller of Canyon Springs, in
the principal amount of approximately $43.1 million, or the
Canyon Springs Senior Loan, which Canyon Springs Senior Loan is
secured by Canyon Springs. The Canyon Springs Senior Loan matures
on June 1, 2024, subject to Canyon Springs Owners right to extend
the term upon conversion to a fixed interest rate loan. Beginning
July 1, 2017 and continuing each month thereafter through June
30, 2018, Canyon Springs Owner is required to make interest only
payments equal to the amount obtained by multiplying the unpaid
principal balance of the Canyon Springs Senior Loan by the
Interest Rate. Beginning July 1, 2018 and continuing each month
thereafter during the term of Canyon Springs Senior Loan, Canyon
Springs Owner is required to make principal and interest payments
equal to $66,609.01 plus an amount equal to the amount obtained
by multiplying the unpaid principal balance of the Canyon Springs
Senior Loan by the one-month LIBOR plus 1.610%, adjusted each
month, or the Interest Rate.

Prepayment of the Canyon Springs Senior Loan is allowed with a 1%
make whole premium through and including the last calendar day of
the fourth month prior to the month in which the maturity of the
Canyon Springs Senior Loan occurs.

Senior Loan Financing for the Acquisition of Cibolo
Canyon

The acquisition of Cibolo Canyon was funded with approximately
$5.0 million of gross equity from the BR CWS JV Entity, and the
assumption of a senior mortgage loan held by Fannie Mae, or the
Cibolo Canyon Lender, to BRE MF TPC LLC, a Delaware limited
liability company and the seller of Cibolo Canyon, in the
principal amount of approximately $17.4 million, or the Cibolo
Canyon Senior Loan, which Cibolo Canyon Senior Loan is secured by
Cibolo Canyon. The Cibolo Canyon Senior Loan matures on June 1,
2024, subject to Cibolo Canyon Owners right to extend the term
upon conversion to a fixed interest rate loan. Beginning July 1,
2017 and continuing each month thereafter during the term of
Cibolo Canyon Senior Loan, Cibolo Canyon owner is required to
make principal and interest payments equal to $29,816.39 plus an
amount equal to the amount obtained by multiplying the unpaid
principal balance of the Cibolo Canyon Senior Loan by the
Interest Rate.

Prepayment of the Cibolo Canyon Senior Loan is allowed with a 1%
make whole premium through and including the last calendar day of
the fourth month prior to the month in which the maturity of the
Cibolo Canyon Senior Loan occurs.

Senior Loan Financing for the Acquisition of Crown Ridge

The acquisition of Crown Ridge was funded with approximately
$12.1 million of gross equity from the BR CWS JV Entity, and the
assumption of a senior mortgage loan held by Fannie Mae, or the
Crown Ridge Lender, to BRE MF Crown Ridge LLC, a Delaware limited
liability company and the seller of Crown Ridge, in the principal
amount of approximately $29.5 million, or the Crown Ridge Senior
Loan, which Crown Ridge Senior Loan is secured by Crown Ridge.
The Crown Ridge Senior Loan matures on June 1, 2024, subject to
Crown Ridge Owners right to extend the term upon conversion to a
fixed interest rate loan. Beginning July 1, 2017 and continuing
each month thereafter during the term of the Crown Ridge Senior
Loan, Crown Ridge Owner is required to make principal and
interest payments equal to $48,581.35 plus an amount equal to the
amount obtained by multiplying the unpaid principal balance of
the Crown Ridge Senior Loan by the Interest Rate.

Prepayment of the Crown Ridge Senior Loan is allowed with a 1%
make whole premium through and including the last calendar day of
the fourth month prior to the month in which the maturity of the
Crown Ridge Senior Loan occurs.

Senior Loan Financing for the Acquisition of Cascades I

The acquisition of Cascades I was funded with approximately $13.6
million of gross equity from the BR CWS JV Entity, and the
assumption of a senior mortgage loan held by Fannie Mae, or the
Cascades I Lender, to BRE MF Cascades I LLC, a Delaware limited
liability company and the seller of Cascades I, in the principal
amount of approximately $33.2 million, or the Cascades I Senior
Loan, which Cascades I Senior Loan is secured by Cascades I. The
Cascades I Senior Loan matures on June 1, 2024, subject to
Cascades I Owners right to extend the term upon conversion to a
fixed interest rate loan. Beginning July 1, 2017 and continuing
each month thereafter through June 30, 2018, Cascades I Owner is
required to make interest only payments equal to the amount
obtained by multiplying the unpaid principal balance of the
Cascades I Senior Loan by the Interest Rate. Beginning July 1,
2018 and continuing each month thereafter during the term of the
Cascades I Senior Loan, Cascades I Owner is required to make
principal and interest payments equal to $51,290.10 plus an
amount equal to the amount obtained by multiplying the unpaid
principal balance of the Cascades I Senior Loan by the Interest
Rate.

Prepayment of the Cascades I Senior Loan is allowed with a 1%
make whole premium through and including the last calendar day of
the fourth month prior to the month in which the maturity of the
Cascades I Senior Loan occurs.

Senior Loan Financing for the Acquisition of Cascades II

The acquisition of Cascades II was funded with approximately $6.9
million of gross equity from the BR CWS JV Entity, and the
assumption of a senior mortgage loan held by Fannie Mae, or the
Cascades II Lender, to BRE MF Cascades II LLC, a Delaware limited
liability company and the seller of Cascades II, in the principal
amount of approximately $23.2 million, or the Cascades II Senior
Loan, which Cascades II Senior Loan is secured by Cascades II.
The Cascades II Senior Loan matures on June 1, 2024, subject to
Cascades II Owners right to extend the term upon conversion to a
fixed interest rate loan. Beginning July 1, 2017 and continuing
each month thereafter through June 30, 2018, Cascades II Owner is
required to make interest only payments equal to the amount
obtained by multiplying the unpaid principal balance of the
Cascades II Senior Loan by the Interest Rate. Beginning July 1,
2018 and continuing each month thereafter during the term of the
Cascades II Senior Loan, Cascades II Owner is required to make
principal and interest payments equal to $35,795.10 plus an
amount equal to the amount obtained by multiplying the unpaid
principal balance of the Cascades II Senior Loan by the Interest
Rate.

Prepayment of the Cascades II Senior Loan is allowed with a 1%
make whole premium through and including the last calendar day of
the fourth month prior to the month in which the maturity of the
Cascades II Senior Loan occurs.

Because it is impracticable to provide the required financial
statements for the acquired real property described in Item 2.01
at the time of this filing and no financial statements (audited
or unaudited) are available at this time, we hereby confirm that
we intend to file the required financial statements on or before
August 25, 2017 by amendment to this Current Report on Form 8-K.

See paragraph (a) above.

About Bluerock Residential Growth REIT, Inc. (NYSEMKT:BRG)

Bluerock Residential Growth REIT, Inc. is a real estate investment trust. The Company’s business consists of investing in and operating multifamily communities. The Company operates through real estate assets segment. Its businesses are conducted through its operating partnership, Bluerock Residential Holdings, L.P. Its principal business objective is to generate risk-adjusted investment returns by assembling a portfolio of apartment properties located in growth markets and by implementing its investment strategies to achieve sustainable long-term growth in both its funds from operations and net asset value. The Company’s portfolio consists of interests in over 20 properties (over 10 operating and approximately six development properties). Its other acquired properties include Springhouse, North Park Towers, Alexan CityCentre, ARIUM Grandewood, Alexan Southside Place, Cheshire Bridge, Sovereign, Flagler Village and Lake Boone Trail.